Common use of REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE CONTRACTS Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE CONTRACTS. With respect to each Program Contract sold pursuant to this Sale Agreement, Seller represents and warrants to Purchaser as follows on such Sale Date: (a) Each Program Contract (i) arises from the sale of an Automobile as to which delivery and acceptance has been fully performed by the Obligor and the Dealer party thereto, (ii) arises from the normal course of the Dealer's business, (iii) the Obligor of which is a natural person residing in any state, (iv) the Obligor of which is not a government or a governmental subdivision or agency, (v) the Obligor of which is not a minor and has full power and capacity to enter into such Program Contract, (vi) is denominated and payable in dollars in the United States, (vii) is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor in accordance with its terms, (viii) is not subject to any dispute, litigation, counterclaim or defense, or any offset, right of offset, or any exercisable right of rescission, (ix) has an original term to maturity of not less than 24 and not more than 72 months, (x) provides for equal monthly payments that will cause the Program Contract to fully amortize during its term, (xi) has an APR of not less than the lesser of (A) the rate as determined in accordance with the Seller's Contract Finance Program Guidelines or (B) the maximum interest rate permitted by law with respect to such Program Contract, (xii) together with the contract applicable thereto, does not contravene any requirements of law applicable thereto, (xiii) is a Program Contract with respect to which all required consents, approvals and authorizations have been obtained, (xiv) is a Program Contract secured by a purchase money security interest in the Financed Vehicle that has been recorded or applied for in the name of the Seller and assigned to the Purchaser, which security interest is or is reasonably expected to be in full force and effect, in each case, subject to no prior or equal liens, claims or encumbrances, (xv) was purchased by the Seller using and conforming to the Seller's Contract Finance Program Guidelines, (xvi) requires the Seller to be named as loss payee or beneficiary (as applicable) under an insurance policy with respect to the Financed Vehicle related to such Program Contract and entitles the Seller to the benefits of such insurance policy, (xvii) requires no additional action by the Seller before becoming a valid and binding obligation of the Obligor thereunder, enforceable against such Obligor in accordance with its terms, (xviii) relates to a Financed Vehicle with respect to which the Obligor made at least the minimum down payment as specified in the Seller's Contract Finance Program Guidelines and in the form and manner described in the Seller's Contract Finance Program Guidelines, including, but not limited to a down payment that is made with the Obligor's own cash money and that is not borrowed, deferred (except for deferred payments that are allowed by law and disclosed as deferred in the Contract) or obtained as a cash advance on a credit card or other open line of credit, and (xix) complies in all respects with the requirements of the Purchaser's Contract Requirements set forth in Exhibit C attached to this Agreement. (b) Each Program Contract was originated by a Dealer that had all necessary licenses and permits to originate Program Contracts in the state where such Dealer was located, was fully and properly executed by the parties thereto, was purchased by the Seller from such Dealer under an existing Dealer Agreement with the Seller, and was validly assigned by the Dealer to the Seller. (c) Each Program Contract contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security. (d) Each Program Contract was originated by a Dealer to an Obligor and was sold by the Dealer to the Seller without any fraud or material misrepresentation on the part of such Dealer. (e) Each Program Contract complied at the time it was purchased by the Seller, including the sale of any related physical damage, credit life and credit accident and death insurance, Gap or debt cancellation coverage, and any extended service contract at the time it was originated or made, and as of the Sale Date in all material respects with all requirements of applicable federal, state and local laws and regulations, including usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Magn▇▇▇▇-▇▇▇▇ ▇▇▇ranty Act, the Federal Reserve Board's Regulations B and Z, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Rees-▇▇▇▇▇▇▇▇ ▇▇▇, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, other consumer credit laws and equal credit opportunity and disclosure laws and other applicable legal requirements. (f) The Program Contract has not been satisfied, subordinated or rescinded, and the related Financed Vehicle has not been released from the lien granted by such Program Contract, in whole or in part. (g) No provision of any Program Contract has been waived, altered, extended, revised or otherwise modified in any respect since its origination. No Program Contract has been modified as a result of the Soldier's and Sailor's Relief Act of 1940, as amended. (h) The title certificate for each Financed Vehicle either (A) shows the Purchaser or the Seller or their nominee named as the original secured party under the applicable Program Contract, or (B) has been applied for in the name of the Purchaser or Seller or their nominee. If the Program Contract was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filing or recording has been duly made to show the Purchaser or Seller or their nominee named as the original secured party under the related Program Contract. Immediately after the sale, transfer and assignment thereof to the Purchaser, each Program Contract will be secured by an enforceable and perfected security interest in the Financed Vehicle in favor of the Purchaser or Seller as secured party, which security interest is prior to all other liens and security interests in such Financed Vehicle (except, as to priority, for any lien for taxes, labor or materials affecting an Automobile that attach to the Financed Vehicle after the sale of the Program Contract) and which lien is not a preference under Section 544 of the United States Bankruptcy Code. For purposes of this section, Seller also represents and warrants that the lien, as applied for pursuant to the requirements herein, will be obtained in a timely manner such as not to adversely affect the interests of Purchaser in the Financed Vehicle. (i) To the best of Seller's knowledge, no liens or claims have been asserted or filed for taxes, work, labor or materials relating to the Financed Vehicle that are liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by the applicable Program Contract, and the Obligor has good and marketable title to the Financed Vehicle subject to no liens other than the security interest under the Program Contract. (j) Upon sale hereunder, such Program Contract has not been sold, transferred, assigned, offered for purchase, or pledged by the Seller to any Person other than the Purchaser; the Seller has good and marketable title to such Program Contract free and clear of all liens and rights of others claiming by or through the Seller (other than the rights of the Obligor to the Financed Vehicle thereunder) and, following the Sale Date, the Purchaser shall have good and marketable title to such Program Contract, free and clear of all liens and rights of others claiming by or through the Seller (other than the rights of the Obligor to the Financed Vehicle thereunder). (k) Such Program Contract has not been purchased by the Seller from a Dealer in, nor is it subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Program Contract pursuant to this Sale Agreement is unlawful, void or voidable. No agreement has been entered into with any Obligor that prohibits, restricts or conditions the assignment of any portion of the Program Contract. (l) There is only one originally executed contract for each Program Contract. (m) Such Program Contract constitutes "chattel paper" as defined in the UCC. (n) Such Program Contract has not been included in a "fleet sale" (i.e., a sale to a single Obligor of more than five (5) vehicles). (o) All amounts due and payable by the Seller to the Dealer under the Dealer Agreement with respect to such Program Contract have been paid, and no Dealer has any rights in, or claims against, the Program Contract. (p) The Seller has indicated in its computer files that such Program Contract has been sold to the Purchaser. (q) The Seller has done nothing to convey any right to any Person that would result in such Person having a right to payments due under such Program Contract or otherwise to impair the rights of the Purchaser in any Program Contract or the proceeds thereof. (r) No Program Contract is assumable by another Person in a manner that would release the Obligor thereof from such obligor's obligations to the Purchaser with respect to such Program Contract. (s) No selection procedures adverse to the Purchaser have been utilized in selecting such Program Contract from all other Program Contracts purchased and/or owned by the Seller. (t) To the best of Seller's knowledge, as of the Sale Date, no Obligor is subject to a current bankruptcy proceeding. As of the Sale Date, the Program Contract is current with regard to payment and is not otherwise in default according to its terms and conditions. (u) Each Program Contract is a fully amortizing simple interest receivable that provides for level monthly payments which, if made when due, shall fully amortize the Amount Financed over the original term.

REPRESENTATIONS AND WARRANTIES OF SELLER AS TO THE CONTRACTS. With respect to each Program Contract sold pursuant to this Sale Agreement, Seller represents and warrants to Purchaser as follows on such Sale Date: (a) Each Program Contract (i) arises from the sale of an Automobile as to which delivery and acceptance has been fully performed by the Obligor and the Dealer party thereto, (ii) arises from the normal course of the Dealer's business, (iii) the Obligor of which is a natural person residing in any state, (iv) the Obligor of which is not a government or a governmental subdivision or agency, (v) the Obligor of which is not a minor and has full power and capacity to enter into such Program Contract, (vi) is denominated and payable in dollars in the United States, (vii) is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor in accordance with its terms, (viii) is not subject to any dispute, litigation, counterclaim or defense, or any offset, right of offset, or any exercisable right of rescission, (ix) has an original term to maturity of not less than 24 and not more than 72 months, (x) provides for equal monthly payments that will cause the Program Contract to fully amortize during its term, (xi) has an APR of not less than the lesser of (A) the rate as determined in accordance with the Seller's Contract Finance Program Guidelines or (B) the maximum interest rate permitted by law with respect to such Program Contract, (xii) together with the contract applicable thereto, does not contravene any requirements of law applicable thereto, (xiii) is a Program Contract with respect to which all required consents, approvals and authorizations have been obtained, (xiv) is a Program Contract secured by a purchase money security interest in the Financed Vehicle that has been recorded or applied for in the name of the Seller and assigned to the Purchaser, which security interest is or is reasonably expected to be in full force and effect, in each case, subject to no prior or equal liens, claims or encumbrances, (xv) was purchased by the Seller using and conforming to the Seller's Contract Finance Program Guidelines, (xvi) requires the Seller to be named as loss payee or beneficiary (as applicable) under an insurance policy with respect to the Financed Vehicle related to such Program Contract and entitles the Seller to the benefits of such insurance policy, (xvii) requires no additional action by the Seller before becoming a valid and binding obligation of the Obligor thereunder, enforceable against such Obligor in accordance with its terms, (xviii) relates to a Financed Vehicle with respect to which the Obligor made at least the minimum down payment as specified in the Seller's Contract Finance Program Guidelines and in the form and manner described in the Seller's Contract Finance Program Guidelines, including, but not limited to a down payment that is made with the Obligor's own cash money and that is not borrowed, deferred (except for deferred payments that are allowed by law and disclosed as deferred in the Contract) or obtained as a cash advance on a credit card or other open line of credit, and (xix) complies in all respects with the requirements of the Purchaser's Contract Requirements set forth in Exhibit C attached to this Agreement. (b) Each Program Contract was originated by a Dealer that had all necessary licenses and permits to originate Program Contracts in the state where such Dealer was located, was fully and properly executed by the parties thereto, was purchased by the Seller from such Dealer under an existing Dealer Agreement with the Seller, and was validly assigned by the Dealer to the Seller. (c) Each Program Contract contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral security. (d) Each Program Contract was originated by a Dealer to an Obligor and was sold by the Dealer to the Seller without any fraud or material misrepresentation on the part of such Dealer. (e) Each Program Contract complied at the time it was purchased by the Seller, including the sale of any related physical damage, credit life and credit accident and death insurance, Gap or debt cancellation coverage, and any extended service contract at the time it was originated or made, and as of the Sale Date in all material respects with all requirements of applicable federal, state and local laws and regulations, including usury laws, the federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Magn▇▇▇▇-▇▇▇▇ ▇▇▇ranty Act, the Federal Reserve Board's Regulations B and Z, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Rees-▇▇▇▇▇▇▇▇ ▇▇▇, and state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, other consumer credit laws and equal credit opportunity and disclosure laws and other applicable legal requirements. (f) The Program Contract has not been satisfied, subordinated or rescinded, and the related Financed Vehicle has not been released from the lien granted by such Program Contract, in whole or in part. (g) No provision of any Program Contract has been waived, altered, extended, revised or otherwise modified in any respect since its origination. No Program Contract has been modified as a result of the Soldier's and Sailor's Relief Act of 1940, as amended. (h) The title certificate for each Financed Vehicle either (A) shows the Purchaser or the Seller or their nominee named as the original secured party under the applicable Program Contract, or (B) has been applied for in the name of the Purchaser or Seller or their nominee. If the Program Contract was originated in a state in which a filing or recording is required of the secured party to perfect a security interest in motor vehicles, such filing or recording has been duly made to show the Purchaser or Seller or their nominee named as the original secured party under the related Program Contract. Immediately after the sale, transfer and assignment thereof to the Purchaser, each Program Contract will be secured by an enforceable and perfected security interest in the Financed Vehicle in favor of the Purchaser or Seller as secured party, which security interest is prior to all other liens and security interests in such Financed Vehicle (except, as to priority, for any lien for taxes, labor or materials affecting an Automobile that attach to the Financed Vehicle after the sale of the Program Contract) and which lien is not a preference under Section 544 of the United States Bankruptcy ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇kruptcy Code. For purposes of this section, Seller also represents and warrants that the lien, as applied for pursuant to the requirements herein, will be obtained in a timely manner such as not to adversely affect the interests of Purchaser in the Financed Vehicle. (i) To the best of Seller's knowledge, no liens or claims have been asserted or filed for taxes, work, labor or materials relating to the Financed Vehicle that are liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by the applicable Program Contract, and the Obligor has good and marketable title to the Financed Vehicle subject to no liens other than the security interest under the Program Contract. (j) Upon sale hereunder, such Program Contract has not been sold, transferred, assigned, offered for purchase, or pledged by the Seller to any Person other than the Purchaser; the Seller has good and marketable title to such Program Contract free and clear of all liens and rights of others claiming by or through the Seller (other than the rights of the Obligor to the Financed Vehicle thereunder) and, following the Sale Date, the Purchaser shall have good and marketable title to such Program Contract, free and clear of all liens and rights of others claiming by or through the Seller (other than the rights of the Obligor to the Financed Vehicle thereunder). (k) Such Program Contract has not been purchased by the Seller from a Dealer in, nor is it subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Program Contract pursuant to this Sale Agreement is unlawful, void or voidable. No agreement has been entered into with any Obligor that prohibits, restricts or conditions the assignment of any portion of the Program Contract. (l) There is only one originally executed contract for each Program Contract. (m) Such Program Contract constitutes "chattel paper" as defined in the UCC. (n) Such Program Contract has not been included in a "fleet sale" (i.e., a sale to a single Obligor of more than five (5) vehicles). (o) All amounts due and payable by the Seller to the Dealer under the Dealer Agreement with respect to such Program Contract have been paid, and no Dealer has any rights in, or claims against, the Program Contract. (p) The Seller has indicated in its computer files that such Program Contract has been sold to the Purchaser. (q) The Seller has done nothing to convey any right to any Person that would result in such Person having a right to payments due under such Program Contract or otherwise to impair the rights of the Purchaser in any Program Contract or the proceeds thereof. (r) No Program Contract is assumable by another Person in a manner that would release the Obligor thereof from such obligor's obligations to the Purchaser with respect to such Program Contract. (s) No selection procedures adverse to the Purchaser have been utilized in selecting such Program Contract from all other Program Contracts purchased and/or owned by the Seller. (t) To the best of Seller's knowledge, as of the Sale Date, no Obligor is subject to a current bankruptcy proceeding. As of the Sale Date, the Program Contract is current with regard to payment and is not otherwise in default according to its terms and conditions. (u) Each Program Contract is a fully amortizing simple interest receivable that provides for level monthly payments which, if made when due, shall fully amortize the Amount Financed over the original term.